ex4_1si116









                            ONE HUNDRED SIXTEENTH
                            SUPPLEMENTAL INDENTURE








                      Southern California Edison Company

                                      to

               The Bank of New York Mellon Trust Company, N.A.

                                     and

                                D. G. Donovan,

                                   Trustees







                         DATED AS OF AUGUST 13, 2008









Page 1



            This One Hundred Sixteenth Supplemental Indenture, dated as of
the 13th day of August, 2008, is entered into by and between Southern
California Edison Company (between 1930 and 1947 named "Southern California
Edison Company Ltd."), a corporation duly organized and existing under and by
virtue of the laws of the State of California and having its principal office
and mailing address at 2244 Walnut Grove Avenue, in the City of Rosemead,
County of Los Angeles, State of California 91770, and qualified to do
business in the States of Arizona, New Mexico, and Nevada (hereinafter
sometimes termed the "Company"), and The Bank of New York Mellon Trust
Company, N.A., a national banking association having its mailing address at 2
North LaSalle Street, in the City of Chicago, State of Illinois 60602
(formerly named The Bank of New York Trust Company, N.A., successor Trustee
to The Bank of New York, which was successor Trustee to Harris Trust and
Savings Bank), and D. G. Donovan of 2 North LaSalle Street, in the City of
Chicago, State of Illinois 60602 (successor Trustee to R. G. Mason, who was
successor Trustee to Wells Fargo Bank, National Association, which was
successor Trustee to Security Pacific National Bank, formerly named Security
First National Bank and Security-First National Bank of Los Angeles,
successor, by consolidation and merger, to Pacific-Southwest Trust & Savings
Bank), as Trustees (hereinafter sometimes termed the "Trustees");

            WITNESSETH:

            WHEREAS, the Company heretofore executed and delivered to said
Harris Trust and Savings Bank and said Pacific-Southwest Trust & Savings
Bank, Trustees, a certain Indenture of Mortgage or Deed of Trust dated as of
October 1, 1923, which said Indenture was duly filed for record and recorded
in the offices of the respective recorders of the following counties:  in the
State of California-Fresno County, Volume 397 of Official Records, page 1;
Imperial County, Book 1174 of Official Records, page 966; Inyo County, Volume
154 of Official Records, page 417; Kern County, Book 379 of Trust Deeds,
page 196; Kings County, Volume 84 of Deeds, page 1; Los Angeles County, Book
2963 of Official Records, page 1; Madera County, Volume 9 of Official
Records, page 63; Merced County, Volume 363 of Official Records, page 1;
Modoc County, Volume 230 of Official Records, page 119 et seq.; Mono County,
Volume 64 of Official Records, page 29; Orange County, Book 496 of Deeds,
page 1; Riverside County, Book 594 of Deeds, page 252; San Bernardino County,
Book 825 of Deeds, page 1; San Diego County, Series 5 Book 1964, page 84061;
Santa Barbara County, Book 229 of Deeds, page 30; Stanislaus County, Volume
465 of Official Records, page 370; Tulare County, Volume 50 of Official
Records, page 1; Tuolumne County, Volume 274 of Official Records, page 568;
and Ventura County, Volume 33 of Official Records, page 1; in the State of
Nevada-Clark County, Book 8 of Mortgages; Churchill County, Book 40 of
Official Records, page 235; Lyon County, Book 39 of Mortgages, page 1;
Mineral County, Book 13 of Official Records, page 794; Pershing County, Book
15 of Official Records, page 612; and Washoe County, Book 83 of Mortgages,
page 301; in the State of Arizona-La Paz County, Instrument No. 83-000212 of
Official Records; Mohave County, Book 11 of Realty Mortgages; Maricopa
County, Docket 4349 of Official Records, page 197; and Yuma County, Docket
369, page 310; and in the offices of the county clerks of the following
counties in the State of New Mexico-McKinley County, Book Mtg. 50, page 187
and filed as Document No. 10536 in the Chattel Records; and San Juan County,
Book Mtg. 630, page 13 and filed as Document No. 17838 in the Chattel Records
(hereinafter referred to as the "Original Indenture"), to secure the payment
of the principal of and interest on all bonds of the Company at any time
outstanding thereunder, and (as to certain such filings or recordings) the
principal of and interest on all Debentures of 1919 (referred to in the
Original Indenture and now retired) outstanding; and

            WHEREAS, the Company has heretofore executed and delivered to the
Trustees one hundred fifteen certain supplemental indentures, dated,
respectively, as of March 1, 1927, April 25, 1935, June 24, 1935,
September 1, 1935, August 15, 1939, September 1, 1940, January 15, 1948,
August 15, 1948, February 15, 1951, August 15, 1951, August 15, 1953,
August 15, 1954, April 15, 1956, February 15, 1957, July 1, 1957, August 15,
1957, August 15, 1958, January 15, 1960, August 15, 1960, April 1, 1961, May
1, 1962, October 15, 1962, May 15, 1963, February 15, 1964, February 1, 1965,
May 1, 1966, August 15, 1966, May 1, 1967, February 1, 1968, January 15,
1969, October 1, 1969, December 1, 1970, September 15, 1971, August 15, 1972,
February 1, 1974, July 1, 1974, November 1, 1974, March 1, 1975, March 15,
1976, July 1, 1977, November 1, 1978, June 15, 1979, September 15, 1979,
October 1, 1979, April 1, 1980, November 15, 1980, May 15, 1981, August 1,
1981, December 1, 1981, January 16, 1982, April 15, 1982, November 1, 1982,
November 1, 1982, January 1, 1983, May 1, 1983, December 1, 1984,


Page 2



March 15,
1985, October 1, 1985, October 15, 1985, March 1, 1986, March 15, 1986, April
15, 1986, April 15, 1986, July 1, 1986, September 1, 1986, September 1, 1986,
December 1, 1986, July 1, 1987, October 15, 1987, November 1, 1987, February
15, 1988, April 15, 1988, July 1, 1988, August 15, 1988, September 15, 1988,
January 15, 1989, May 1, 1990, June 15, 1990, August 15, 1990, December 1,
1990, April 1, 1991, May 1, 1991, June 1, 1991, December 1, 1991, February 1,
1992, April 1, 1992, July 1, 1992, July 15, 1992, December 1, 1992, January
15, 1993, March 1, 1993, June 1, 1993, June 15, 1993, July 15, 1993,
September 1, 1993, October 1, 1993, February 21, 2002, February 15, 2003,
October 15, 2003, December 15, 2003, January 7, 2004, February 26, 2004,
March 23, 2004, December 6, 2004, January 11, 2005, January 27, 2005, March
17, 2005, June 1, 2005, June 20, 2005, August 24, 2005, December 12, 2005,
January 24, 2006, April 4, 2006, December 4, 2006, and January 14, 2008,
which modify, amend and supplement the Original Indenture, such Original
Indenture, as so modified, amended and supplemented, being hereinafter
referred to as the "Amended Indenture"; and

            WHEREAS, there have been issued and are now outstanding and
entitled to the benefits of the Amended Indenture, First and Refunding
Mortgage Bonds as follows:

         Series             Due Date          Principal Amount
         2004A                2014                 300,000,000
         2004B                2034                 525,000,000
         2004D                2035                  79,400,000
         2004E                2035                  65,000,000
         2004F                2015                 300,000,000
         2004G                2035                 350,000,000
         2005A                2016                 400,000,000
         2005B                2036                 250,000,000
         2005D                2029                 203,460,000
         2005E                2035                 350,000,000
         2005F                2035                 248,585,000
         2006A                2036                 350,000,000
         2006B                2009                 150,000,000
         2006C                2028                 196,000,000
         2006D                2033                 135,000,000
         2006E                2037                 400,000,000
         2008A                2038                 600,000,000

            WHEREAS, the Company proposes presently to issue in fully
registered form only, without coupons, up to $400,000,000 aggregate principal
amount of a new series of the Company's First and Refunding Mortgage Bonds,
pursuant to resolutions of the Board of Directors or the Executive Committee
of the Board of Directors of the Company, or actions by one or more officers
of the Company, said new series to be designated as Series 2008B (referred to
herein as the "Bond"), and the Company's authorized bonded indebtedness has
been increased to provide for the issuance of the Bond; and

            WHEREAS, the Company has acquired real and personal property
since the execution and delivery of the One Hundred Fifteenth Supplemental
Indenture which, with certain exceptions, is subject to the lien of the
Amended Indenture by virtue of the after-acquired property clauses and other
clauses thereof, and the Company now desires in this One Hundred Sixteenth
Supplemental Indenture (hereinafter sometimes referred to as this
"Supplemental Indenture") expressly to convey and confirm unto the Trustees
all properties, whether real, personal or mixed, now owned by the Company
(with the exceptions hereinafter noted); and

            WHEREAS, for the purpose of further safeguarding the rights and
interests of the holders of bonds under the Amended Indenture, the Company
desires, in addition to such conveyance, to enter into certain covenants with
the Trustees; and


Page 3



            WHEREAS, the making, executing, acknowledging, delivering and
recording of this Supplemental Indenture have been duly authorized by proper
corporate action of the Company, and the Trustees have each duly determined
to execute and accept this Supplemental Indenture;

            NOW, THEREFORE, in order further to secure the payment of the
principal of and interest on all of the bonds of the Company at any time
outstanding under the Amended Indenture, as from time to time amended and
supplemented, including specifically, but without limitation, the First and
Refunding Mortgage Bonds, Series 2004A, Series 2004B, Series 2004D, Series
2004E, Series 2004F, Series 2004G, Series 2005A, Series 2005B, Series 2005D,
Series 2005E, Series 2005F, Series 2006A, Series 2006B, Series 2006C, Series
2006D, Series 2006E, and 2008A referred to above, all of said bonds having
been heretofore issued and being now outstanding, and the Bonds, of the
aggregate principal amount of up to $400,000,000, to be presently issued and
outstanding; and to secure the performance and observance of each and every
of the covenants and agreements contained in the Amended Indenture, and
without in any way limiting (except as hereinafter specifically provided) the
generality or effect of the Original Indenture or any of said supplemental
indentures executed and delivered prior to the execution and delivery of this
Supplemental Indenture insofar as by any provision of any said Indenture any
of the properties hereinafter referred to are subject to the lien and
operation thereof, but to such extent (except as hereinafter specifically
provided) confirming such lien and operation, and for and in consideration of
the premises, and of the sum of One Dollar ($1.00) to the Company duly paid
by the Trustees, at or upon the ensealing and delivery of these presents (the
receipt whereof is hereby acknowledged), the Company has executed and
delivered this Supplemental Indenture and has granted, bargained, sold,
aliened, released, conveyed, assigned, transferred, warranted, mortgaged, and
pledged, and by these presents does grant, bargain, sell, alien, release,
convey, assign, transfer, warrant, mortgage, and pledge unto the Trustees,
their successors in trust and their assigns forever, in trust, with power of
sale, all of the following:

            All and singular the plants, properties (including goods which
are or are to become fixtures), equipment, and generating, transmission,
feeding, storing, and distributing systems, and facilities and utilities of
the Company in the Counties of Fresno, Imperial, Inyo, Kern, Kings, Los
Angeles, Madera, Merced, Modoc, Mono, Orange, Riverside, San Bernardino, San
Diego, Santa Barbara, Stanislaus, Tulare, Tuolumne, and Ventura, in the State
of California, Churchill, Clark, Lyon, Mineral, Pershing, and Washoe, in the
State of Nevada, La Paz and Maricopa, in the State of Arizona, and McKinley
and San Juan, in the State of New Mexico, and elsewhere either within or
without said States, with all and singular the franchises, ordinances,
grants, easements, rights-of-way, permits, privileges, contracts,
appurtenances, tenements, and other rights and property thereunto
appertaining or belonging, as the same now exist and as the same or any and
all parts thereof may hereafter exist or be improved, added to, enlarged,
extended or acquired in said Counties, or elsewhere either within or without
said States;

            Together with, to the extent permitted by law, all other
properties, real, personal, and mixed (including goods which are or are to
become fixtures), except as herein expressly excepted, of every kind, nature,
and description, including those kinds and classes of property described or
referred to (whether specifically or generally or otherwise) in the Original
Indenture and/or in any one or more of the indentures supplemental thereto,
now or hereafter owned, possessed, acquired or enjoyed by or in any manner
appertaining to the Company, and the reversion and reversions, remainder and
remainders, tolls, incomes, revenues, rents, issues, and profits thereof; it
being hereby intended and expressly agreed that all the business, franchises,
and properties, real, personal, and mixed (except as herein expressly
excepted), of every kind and nature whatsoever and wherever situated, now
owned, possessed, or enjoyed, and which may hereafter be in anywise owned,
possessed, acquired, or enjoyed by the Company, shall be as fully embraced
within the provisions hereof and be subject to the lien created hereby and by
the Original Indenture and said supplemental indentures executed and
delivered prior to the execution and delivery of this Supplemental Indenture,
as if said properties were particularly described herein;

            Saving and excepting, however, anything contained herein or in
the granting clauses of the Original Indenture, or of the above mentioned
indentures supplemental thereto, or elsewhere contained in the Original
Indenture or said supplemental indentures, to the contrary notwithstanding,
from the property hereby or thereby mortgaged and pledged, all of the
following property (whether now owned by the


Page 4



Company or hereafter acquired by
it):  all bills, notes, warrants, customers' service and extension deposits,
accounts receivable, cash on hand or deposited in banks or with any
governmental agency, contracts, choses in action, operating agreements and
leases to others (as distinct from the property leased and without limiting
any rights of the Trustees with respect thereto under any of the provisions
of the Amended Indenture), all bonds, obligations, evidences of indebtedness,
shares of stock and other securities, and certificates or evidences of
interest therein, all office furniture and office equipment, motor vehicles
and tools therefor, all materials, goods, merchandise, and supplies acquired
for the purpose of sale in the ordinary course of business or for consumption
in the operation of any property of the Company, and all electrical energy
and other materials or products produced by the Company for sale,
distribution, or use in the ordinary conduct of its business--other than any
of the foregoing which has been or may be specifically transferred or
assigned to or pledged or deposited with the Trustees, or any of them, under
the Amended Indenture, or required by the provisions of the Amended
Indenture, so to be; provided, however, that if, upon the occurrence of a
default under the Amended Indenture, the Trustees, or any of them, or any
receiver appointed under the Amended Indenture, shall enter upon and take
possession of the mortgaged and pledged property, the Trustees, or such
Trustee or such receiver may, to the extent permitted by law, at the same
time likewise take possession of any and all of the property excepted by this
paragraph then on hand which is used or useful in connection with the
business of the Company, and collect, impound, use, and administer the same
to the same extent as if such property were part of the mortgaged and pledged
property and had been specifically mortgaged and pledged hereunder, unless
and until such default shall be remedied or waived and possession of the
mortgaged and pledged property restored to the Company, its successors or
assigns, and provided further, that upon the taking of such possession and
until possession shall be restored as aforesaid, all such excepted property
of which the Trustees, or such Trustee or such receiver shall have so taken
possession, shall be and become subject to the lien hereof, subject, however,
to any liens then existing on such excepted property.

            And the Company does hereby covenant and agree with the Trustees,
and the Trustees with the Company, as follows:

                                    PART I

            The Trustees shall have and hold all and singular the properties
conveyed, assigned, mortgaged and pledged hereby or by the Amended Indenture,
including property hereafter as well as heretofore acquired, in trust for the
equal and proportionate benefit and security of all present and future
holders of the bonds and interest obligations issued and to be issued under
the Amended Indenture, as from time to time amended and supplemented, without
preference of any bond over any other bond by reason of priority in date of
issuance, negotiation, time of maturity, or for any other cause whatsoever,
except as otherwise in the Amended Indenture, as from time to time amended
and supplemented, permitted, and to secure the payment of all bonds now or at
any time hereafter outstanding under the Amended Indenture, as from time to
time amended and supplemented, and the performance of and compliance with the
covenants and conditions of the Amended Indenture, as from time to time
amended and supplemented, and under and subject to the provisions and
conditions and for the uses set forth in the Amended Indenture, as from time
to time amended and supplemented.

                                   PART II

            Article I to Article Twenty-One, inclusive, of the Amended
Indenture are hereby incorporated by reference herein and made a part hereof
as fully as though set forth at length herein.

                                   PART III

            All of the terms appearing herein shall be defined as the same
are now defined under the provisions of the Amended Indenture, except when
expressly herein otherwise defined.


page 5



                                   PART IV

            Pursuant to Section 1 of Article Five of the Original Indenture,
as amended by Part IV, Subpart C, of the Sixth Supplemental Indenture, dated
as of September 1, 1940, the notice to be given with respect to the
redemption of the Bonds in whole or in part, shall be limited to and shall
consist of the giving by the Company or The Bank of New York Mellon Trust
Company, N.A., Trustee, of a notice in writing (including by facsimile
transmission) of such redemption, at least 30 days, but not more than 60
days, prior to the date fixed for redemption to the holder of each Bond
called for redemption at the holder's last address shown on the registry
books of the Company.  Failure to so provide such notice to the holder of any
Bond shall not affect the validity of the redemption proceedings with respect
to any other Bond.

                                    PART V

            The Bonds shall be in substantially the form set forth in a
resolution of the Board of Directors or the Executive Committee of the Board
of Directors of the Company, or a certificate evidencing action by an officer
or officers of the Company, and may have placed thereon such letters, numbers
or other marks of identification and such legends or endorsements as set
forth in this Supplemental Indenture or as may be required to comply with the
Securities Act of 1933, as amended (the "Securities Act"), any other laws,
any other rules of the Securities and Exchange Commission or any securities
exchange, or as may, consistently herewith, be determined to be necessary or
appropriate by the officers executing the Bonds, as evidenced by their
execution of the Bonds.

            The Bonds initially shall be represented by one or more
securities in registered, global form without interest coupons ("Global
Bonds").  Each certificate for Global Bonds shall represent the aggregate
principal of outstanding Bonds from time to time endorsed thereon and the
aggregate principal amount of outstanding Bonds represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions.  Any endorsement of a Global Bond certificate to reflect the
amount of any increase or decrease in the aggregate principal amount of
outstanding Bonds represented thereby shall be made by The Bank of New York
Mellon Trust Company, N.A., Trustee, as registrar for the Bonds (the "Bond
Registrar"), in accordance with instructions given by the registered holder
thereof.

            The Company initially appoints The Depository Trust Company
("DTC") to act as depositary with respect to the Global Bonds (together with
any successor, the "Depositary").  Each certificate representing Global Bonds
shall bear a legend in substantially the following form (the "Global Bond
Legend"):

            UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
            REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
            CORPORATION ("DTC"), TO SOUTHERN CALIFORNIA EDISON COMPANY OR ITS
            AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
            CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
            SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
            OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
            ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
            ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
            BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
            HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

            Beneficial interests in the Global Bonds may not be exchanged for
Bonds in certificated form ("Certificated Bonds") except in the limited
circumstances set forth below in this Supplemental Indenture.  Certificates
representing Certificated Bonds will not bear the Global Bond Legend.


Page 6



                                   PART VI

            The transfer and exchange of Global Bonds or beneficial interests
in Global Bonds shall be effected through the Depositary, in accordance with
the terms of the Amended Indenture (including the restriction on transfer set
forth herein) and the procedures of the Depositary.

            A Global Bond may be exchanged for Certificated Bonds if (a) the
Depositary for the Global Bond notifies the Company that the Depositary is
unwilling or unable to continue as to act as Depositary for the Global Bond
or has ceased to be a clearing agency registered under the Securities
Exchange Act of 1934, and in either case the Company fails to appoint a
successor Depositary within 90 days after delivery of such notice; (b) the
Company notifies the Bond Registrar in writing that it has elected to cause
the issuance of Certificated Bonds; or (c) there has occurred and is
continuing a default with respect to the Bonds under the Amended Indenture.
Certificated Bonds delivered in exchange for any Global Bond or beneficial
interests in Global Bonds will be executed by the Company, authenticated by
The Bank of New York Mellon Trust Company, N.A., as Trustee, registered in
the names, and issued in any approved denominations, requested by or on
behalf of the Depositary (in accordance with its customary procedures).

            When Certificated Bonds are presented to the Bond Registrar with
a request to register the transfer of the Certificated Bonds or to exchange
such Certificated Bonds for an equal principal amount of Certificated Bonds
of other authorized denominations, the Bond Registrar shall register the
transfer or make the exchange as requested if its requirements for such
transactions are met.

                                   PART VII

            All, but only, the duties, responsibilities, liabilities,
immunities, rights, powers, and indemnities against liability, of the
Trustees and each of them, with respect to the trust created by the Amended
Indenture, are hereby assumed by and given to the Trustees, and each of them,
with respect to the trust hereby created, and are so assumed and given
subject to all the terms and provisions with respect thereto as set forth in
the Amended Indenture, as fully and to all intents and purposes as if the
same were herein set forth at length; and this Supplemental Indenture is
executed by the Trustees for the purpose of evidencing their consent to the
foregoing.

            The recitals contained herein, except the recital that the
Trustees have each duly determined to execute and deliver this Supplemental
Indenture, shall be taken as the statements of the Company, and the Trustees
assume no responsibility for the correctness thereof.  The Trustees make no
representations as to the validity of this Supplemental Indenture.

                                  PART VIII

            As amended and supplemented by this Supplemental Indenture, the
Amended Indenture is in all respects ratified and confirmed, and the Original
Indenture and all said indentures supplemental thereto including this
Supplemental Indenture, shall be read, taken, and considered as one
instrument, and the Company agrees to conform to and comply with all and
singular the terms, provisions, covenants, and conditions set forth therein
and herein.

                                   PART IX

            In case any one or more of the provisions contained in this
Supplemental Indenture should be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect
any other provisions contained in this Supplemental Indenture, and, to the
extent and only to the extent that any such provision is invalid, illegal, or
unenforceable, this Supplemental Indenture shall be construed as if such
provision had never been contained herein.


Page 7



                                    PART X

            This Supplemental Indenture may be simultaneously executed and
delivered in any number of counterparts, each of which, when so executed and
delivered, shall be deemed to be an original.


Page 8



            IN WITNESS WHEREOF, the Company has caused its corporate name and
seal to be hereunto affixed and this Supplemental Indenture to be signed by
its Chairman of the Board, its Chief Executive Officer, its President, or one
of its Vice Presidents and attested by the signature of its Secretary or one
of its Assistant Secretaries, for and in its behalf; said The Bank of New
York Mellon Trust Company, N.A. has caused its name to be hereunto affixed,
and this Supplemental Indenture to be signed, by one of its Vice Presidents
or Assistant Vice Presidents or Agents; and said D. G. Donovan has hereunto
executed this Supplemental Indenture; all as of the day and year first above
written.  Executed in counterparts and in multiple.



                                          SOUTHERN CALIFORNIA EDISON COMPANY


                                          /s/ ROBERT C. BOADA
                                          ----------------------------------
                                          ROBERT C. BOADA
                                          Vice President and Treasurer


Attest:

/s/  BONITA J. SMITH
--------------------------
BONITA J. SMITH
Assistant Secretary

(Seal)






                                          THE BANK OF NEW YORK MELLON TRUST
                                          COMPANY, N.A., Trustee



                                          /s/ JUDITH L. BARTOLINI
                                          ---------------------------------
                                          Name:  JUDITH L. BARTOLINI
                                          Title:  Vice President



                                          /s/ D. G. DONOVAN
                                          ---------------------------------
                                          D. G. DONOVAN
                                          Trustee


Page 9



STATE OF CALIFORNIA     }
                        }  ss.
COUNTY OF LOS ANGELES   }


      On this 13th day of August, 2008, before me, SARAH C. PEREZ, a Notary
Public, personally appeared ROBERT C. BOADA and BONITA J. SMITH, who proved
to me on the basis of satisfactory evidence to be the persons whose names are
subscribed to the within instrument and acknowledged to me that they executed
the same in their authorized capacities, and that by their signatures on the
instrument the persons, or the entity on behalf of which the persons acted,
executed the instrument.

      I  certify  under  PENALTY  OF  PERJURY  under  the laws of the State of
California that the foregoing paragraph is true and correct.

      WITNESS my hand and official seal.


                                          /s/ SARAH C. PEREZ
                                          ----------------------------------
                                          Notary Public, State of California

(Seal)

My Commission expires on August 22, 2009.



STATE OF ILLINOIS   }
                    }  ss.
COUNTY OF COOK      }

      On this 13th day of August, 2008, before me, T. MOSTERD, a Notary
Public, personally appeared Judith L. Bartolini, Vice President of THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that she executed the same in
her authorized capacity, and that by her signature on the instrument the
person, or entity on behalf of which the person acted, executed the
instrument.

      WITNESS my hand and official seal.


                                        /s/ T. MOSTERD
                                        -------------------------------------
                                        Notary Public, State of Illinois

(Seal)

My Commission expires on January 22, 2009.



STATE OF ILLINOIS }
                  }  ss.
COUNTY OF COOK    }


      On this 13th day of August, 2008, before me, T. MOSTERD, a Notary
Public, personally appeared D. G. DONOVAN, Trustee, who proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to
the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the person,
or entity on behalf of which the person acted, executed the instrument.

      WITNESS my hand and official seal.


                                        /s/ T. MOSTERD
                                        -------------------------------------
                                        Notary Public, State of Illinois

(Seal)

My Commission expires on January 22, 2009.


Page 11